38522 Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 

4 15 U.S.C. 78s(b)(2). 

5 15 U.S.C. 78s(b)(2). 

6 17 CFR 200.30–3(a)(31). 

1 15 U.S.C. 80a–10(f). 

2 17 CFR 270.10f–3. 

Procedures, to correct a formatting error 

that resulted in the omission of several 

proposed definitions to update 

references to ICE Clear Europe systems. 

Interested persons are invited to 

submit written data, views, and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as modified by Partial 

Amendment No. 1, is consistent with 

the Act. Comments may be submitted by 

any of the following methods: 

Electronic Comments 

• Use the Commission’s internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml) or 

• Send an email to rule-comments@

sec.gov. Please include File Number SR– 

ICEEU–2021–010 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–ICEEU–2021–010. This file 

number should be included on the 

subject line if email is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

internet website (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change, as modified by Partial 

Amendment No. 1, that are filed with 

the Commission, and all written 

communications relating to the 

proposed rule change, as modified by 

Partial Amendment No. 1, between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for website viewing and 

printing in the Commission’s Public 

Reference Room, 100 F Street NE, 

Washington, DC 20549, on official 

business days between the hours of 

10:00 a.m. and 3:00 p.m. Copies of such 

filings will also be available for 

inspection and copying at the principal 

office of ICE Clear Europe and on ICE 

Clear Europe’s website at https://

www.theice.com/clear-europe/ 

regulation. All comments received will 

be posted without change. Persons 

submitting comments are cautioned that 

we do not redact or edit personal 

identifying information from comment 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number SR–ICEEU– 

2021–010 and should be submitted on 

or before August 11, 2021. 

III. Designation of Longer Period for 

Action on the Proposed Rule Change, as 

Modified by Partial Amendment No. 1 

Section 19(b)(2) of the Act 4 provides 

that within 45 days of the publication of 

notice of the filing of a proposed rule 

change, or within such longer period up 

to 90 days as the Commission may 

designate if it finds such longer period 

to be appropriate and publishes its 

reasons for so finding or as to which the 

self-regulatory organization consents, 

the Commission shall either approve the 

proposed rule change, disapprove the 

proposed rule change, or institute 

proceedings to determine whether the 

proposed rule change should be 

disapproved. The 45th day from the 

publication of notice of filing of this 

proposed rule change is July 17, 2021. 

The Commission is extending the 45- 

day time period for Commission action 

on the proposed rule change, as 

modified by by Partial Amendment No. 

1. The Commission finds it is 

appropriate to designate a longer period 

within which to take action on the 

proposed rule change so that it has 

sufficient time to consider ICE Clear 

Europe’s proposed rule change, as 

modified by by Partial Amendment 

No. 1. 

Accordingly, pursuant to Section 

19(b)(2) 5 of the Act, and for the reasons 

discussed above, the Commission 

designates August 31, 2021, as the date 

by which the Commission should either 

approve or disapprove, or institute 

proceedings to determine whether to 

disapprove, the proposed rule change, 

as modified by by Partial Amendment 

No. 1. (File No. SR–ICEEU–2021–010). 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.6

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15443 Filed 7–20–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–237, OMB Control No. 

3235–0226] 

Proposed Collection; Comment 

Request 

Extension: 

Rule 10f–3 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501–3520), the Securities 

and Exchange Commission 

(‘‘Commission’’) is soliciting comments 

on the collections of information 

discussed below. The Commission plans 

to submit these existing collections of 

information to the Office of 

Management and Budget (‘‘OMB’’) for 

extension and approval. 

Section 10(f) of the Investment 

Company Act of 1940 (15 U.S.C. 80a) 

(the ‘‘Act’’) prohibits a registered 

investment company (‘‘fund’’) from 

purchasing any security during an 

underwriting or selling syndicate if the 

fund has certain affiliated relationships 

with a principal underwriter for the 

security.1 Congress enacted this 

provision in 1940 to protect funds and 

their shareholders by preventing 

underwriters from ‘‘dumping’’ 

unmarketable securities on affiliated 

funds. 

Rule 10f–3 under the Act permits a 

fund to engage in a securities 

transaction that otherwise would violate 

Section 10(f) if, among other things: (i) 

The fund’s directors have approved 

procedures for purchases made in 

reliance on the rule, regularly review 

fund purchases to determine whether 

they comply with these procedures, and 

approve necessary changes to the 

procedures; and (ii) a written record of 

each transaction effected under the rule 

is maintained for six years, the first two 

of which in an easily accessible place.2

The written record must state: (i) From 

whom the securities were acquired; (ii) 

the identity of the underwriting 

syndicate’s members; (iii) the terms of 

the transactions; and (iv) the 

information or materials on which the 

fund’s board of directors has determined 

that the purchases were made in 

compliance with procedures established 

by the board. 

Rule 10f–3 also conditionally allows 

managed portions of fund portfolios to 

purchase securities offered in otherwise 

off-limits primary offerings. To qualify 

for this exemption, Rule 10f–3 requires 

that the subadviser that is advising the 

purchaser be contractually prohibited 

from providing investment advice to 

any other portion of the fund’s portfolio 

and consulting with any other of the 

fund’s advisers that is a principal 

underwriter or affiliated person of a 

principal underwriter concerning the 

fund’s securities transactions. 

These requirements provide a 

mechanism for fund boards to oversee 

compliance with the rule. The required 


jbell on DSKJLSW7X2PROD with NOTICES
Federal Register / Vol. 86, No. 137 / Wednesday, July 21, 2021 / Notices 38523 

3These estimates are based on data from Form 

N–CEN filings with the Commission. 

4This estimate is based on the following 

calculation: (0.5 hours × 953 = 477 hours). 

5This estimate is based on the following 

calculations: (20 minutes × 953 transactions = 

19,060 minutes; 19,060 minutes/60 = 318 hours). 

6This estimate is based on the following 

calculation: (1 hour per quarter × 4 quarters × 953 

funds = 3,812 hours). 

7These averages take into account the fact that in 

most years, fund attorneys and boards spend little 

or no time modifying procedures and in other years, 

they spend significant time doing so. 

8This estimate is based on the following 

calculation: (953 funds × 2 hours = 1,906 hours). 

9Based on information in Form N–CEN filings, 

we estimate that approximately 139 new open-end 

funds and 7 new closed-end funds, or a total of 146 

new funds enter into new subadvisory agreements 

each year (139 + 7 = 146 new funds). We 

understand that existing funds may also enter into 

new subadvisory agreements, but in many cases 

would benefit from having previously drafted Rule 

10f–3 clauses in prior or existing subadvisory 

contracts. 

10Because such clauses are identical to the 

clauses that a fund would need to insert in their 

subadvisory contracts to rely on Rules 12d3–1, 17a– 

10, and 17e–1, and because we believe that funds 

that use one such rule generally use all of these 

rules, we apportion this 3 hour time burden equally 

to all four rules. Therefore, we estimate that the 

burden allocated to Rule 10f–3 for this contract 

change would be 0.75 hours (3 hours ÷ 4 rules = 

0.75 hours). 

11These estimates are based on the following 

calculations: (0.75 hours × 146 portfolios = 110 

burden hours). 

12This estimate is based on the following 

calculation: (477 hours + 318 hours + 3,812 hours 

+ 1,906 hours + 110 hours = 6,623 total burden 

hours). 

recordkeeping facilitates the 

Commission staff’s review of Rule 

10f–3 transactions during routine fund 

inspections and, when necessary, in 

connection with enforcement actions. 

The staff estimates that approximately 

953 funds engage in at least one Rule 

10f–3 transaction each year, for a total 

of 953 such transactions.3 Rule 10f–3 

requires that the purchasing fund create 

a written record of each transaction that 

includes, among other things, from 

whom the securities were purchased 

and the terms of the transaction. The 

staff estimates that it takes an average 

fund approximately 30 minutes per 

transaction and, and, in the aggregate, 

approximately 477 hours 4 for funds to 

comply with this portion of the rule. 

The funds also must maintain and 

preserve these transactional records in 

accordance with the rule’s 

recordkeeping requirement, and the staff 

estimates that it takes a fund 

approximately 20 minutes per 

transaction, and, in the aggregate, 

approximately 318 hours 5 annually for 

funds to comply with this portion of the 

rule. 

In addition, fund boards must, no less 

than quarterly, examine each of these 

transactions to ensure that they comply 

with the fund’s policies and procedures. 

The information or materials upon 

which the board relied to come to this 

determination also must be maintained 

and the staff estimates that it takes a 

fund 1 hour per quarter and, in the 

aggregate, approximately 3,812 hours 6

annually for funds to comply with this 

rule requirement. 

The staff estimates that reviewing and 

revising as needed written procedures 

for Rule 10f–3 transactions takes, on 

average for each fund, two hours of a 

compliance attorney’s time per year.7

Thus, annually, in the aggregate, the 

staff estimates that funds spend a total 

of approximately 1,906 hours 8 on 

monitoring and revising Rule 10f–3 

procedures. 

Based on an analysis of Form N–CEN 

filings, the staff estimates that 

approximately 146 new funds enter into 

subadvisory agreements each year.9 The 

staff estimates that it will require 

approximately 0.75 hours to draft and 

execute additional clauses in 

subadvisory contracts in order for new 

funds and subadvisers to be able to rely 

on the exemptions in Rule 10f–3.10

Assuming that all 146 funds that enter 

into new subadvisory contracts each 

year make the modification to their 

contract required by the rule, we 

estimate that the rule’s contract 

modification requirement will result in 

110 burden hours annually for new 

funds.11

The staff estimates, therefore, that 

Rule 10f–3 imposes an information 

collection burden of 6,623 hours.12

Written comments are invited on: (a) 

Whether the collections of information 

are necessary for the proper 

performance of the functions of the 

Commission, including whether the 

information has practical utility; (b) the 

accuracy of the Commission’s estimate 

of the burdens of the collections of 

information; (c) ways to enhance the 

quality, utility, and clarity of the 

information collected; and (d) ways to 

minimize the burdens of the collections 

of information on respondents, 

including through the use of automated 

collection techniques or other forms of 

information technology. Consideration 

will be given to comments and 

suggestions submitted in writing within 

60 days of this publication. 

Please direct your written comments 

to David Bottom, Director/Chief 

Information Officer, Securities and 

Exchange Commission, C/O Cynthia 

Roscoe, 100 F Street NE, Washington, 

DC 20549; or send an email to: PRA_

Mailbox@sec.gov. 

Dated: July 15, 2021. 

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2021–15437 Filed 7–20–21; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[SEC File No. 270–66, OMB Control No. 

3235–0066] 

Submission for OMB Review; 

Comment Request 

Upon Written Request Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE, Washington, DC 

20549–2736 

Extension: 

Form S–8 

Notice is hereby given that, pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget this 

request for extension of the previously 

approved collection of information 

discussed below. 

Form S–8 (17 CFR 239.16b) under the 

Securities Act of 1933 (15 U.S.C. 77a et 

seq.) is the primary registration 

statement used by eligible registrants to 

register securities to be issued in 

connection with an employee benefit 

plan. Form S–8 provides verification of 

compliance with securities law 

requirements and assures the public 

availability and dissemination of such 

information. The likely respondents will 

be companies. The information must be 

filed with the Commission on occasion. 

Form S–8 is a public document. All 

information provided is mandatory. We 

estimate that Form S–8 takes 

approximately 24 hours per response to 

prepare and is filed by approximately 

2,140 respondents. In addition, we 

estimate that 50% of the preparation 

time (13.5 hours) is completed in-house 

by the filer for a total annual reporting 

burden of 28,890 hours (13.5 hours per 

response × 2,140 responses). 

An agency may conduct or sponsor, 

and a person is not required to respond 

to, a collection of information unless it 

displays a currently valid control 

number. 

The public may view background 

documentation for this information 

collection at the following website: 

www.reginfo.gov. Find this particular 

information collection by selecting 

‘‘Currently under 30-day Review—Open 

for Public Comments’’ or by using the 

search function. Written comments and 


jbell on DSKJLSW7X2PROD with NOTICES